Before the SEC's new tender offer and M&A rules went into
effect we described some of the expected changes to be wrought by
the new rules (see IFLR, December 1999 pp22-25, which also
mentioned the SEC's new rules on cross-border offers). In practice,
the new rules are proving to be quite different from the old ones.
This article shows what it is like to live with the new rules, and
gives a road map to find where the new requirements are — something
that is not easy, since the changes are scattered throughout a
number of regulations. Most big deals in the past few years have
involved stock as the consideration — in large part because of the
high stock prices. What's different in a stock deal under the new
Under the old rules, negotiated stock deals have almost always
been structured as one-step mergers. The process, without
regulatory approval requirements,...